Indemnification by BDSI. BDSI shall defend, indemnify and hold BND, its officers, directors, members, managers, employees and consultants harmless from and against any and all Third Party Claims for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, relating to BDSI's activities contemplated under this Agreement, including, but not limited to, (a) breach of the representations, warranties and obligations of BDSI hereunder, or (b) any tax, duty, levy or government imposition on any sums payable by BND to BDSI hereunder. The foregoing indemnification shall not apply to any Claims to the extent caused by the negligence of BND.
Indemnification by BDSI. BDSI shall defend, indemnify and hold ACCENTIA, its officers, directors, employees and consultants harmless from and against any and all Third Party Claims for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, relating to BDSI’s activities contemplated under this Agreement, including, but not limited to, (a) breach of the representations, warranties and obligations of BDSI hereunder, or (b) any tax, duty, levy or government imposition on any sums payable by ACCENTIA to BDSI hereunder. The foregoing indemnification shall not apply to any Claims to the extent caused by the gross negligence of ACCENTIA.
Indemnification by BDSI. BDSI shall defend, indemnify and hold BND, its officers, members, directors, employees and consultants harmless from and against any and all claims, suits or demands, threatened or filed ("Claims") for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, arising from or relating to (i) breach of the representations, warranties, agreements and obligations of BDSI hereunder and (ii) the Services provided to BND pursuant to this Agreement. The foregoing indemnification shall not apply to any Third Party Claims to the extent are caused by the negligence of BND.
Indemnification by BDSI. BND shall defend, indemnify and hold BDSI, its officers, directors, employees and consultants harmless from and against any and all Claims for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals), at both trial and appellate levels, relating or arising out of breach of the representations, warranties, agreements and obligations of BND hereunder. The foregoing indemnification shall not apply to any Claims to the extent caused by the negligence of BDSI.
Indemnification by BDSI. BDSI shall indemnify, defend, and hold LTS, its managing directors, directors, officers, employees, Affiliates and agents harmless from and against all damages, losses or expenses, including reasonable attorney’s fees and expenses, (“Losses”) incurred, assessed or sustained by LTS, arising out of a Third Party claim with respect to or arising out of an injury, claim or damage resulting from or caused by:
Indemnification by BDSI. Subject to Section 10.03, BDSI hereby agrees to defend, indemnify and hold harmless Collegium, its Affiliates, and its and their respective directors, officers, employees, agents, other representatives, and successors and assigns (“Collegium Indemnitees”) from and against all suits, claims, proceedings or causes of action brought by Third Parties (“Claims”), and all associated damages, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys’ fees (collectively, “Losses”), arising out of BDSI’s, its Affiliates’, or BDSI’s or its Affiliates’ officers’, directors’, employees’, agents’, or other representatives’ (i) negligence or willful misconduct with respect to the subject matter of this Agreement, (ii) breach of this Agreement, (iii) failure to comply with any Applicable Law with respect to the subject matter of this Agreement, or (iv) manufacture, use, sale, offer for sale, development, commercialization, import, or export of any BEMA Fentanyl Product(s) within or outside the Territory; provided, that BDSI shall not have any such obligation if and to the extent any such Claims or Losses result from any Collegium Indemnitees’ (A) negligence or willful misconduct, (B) breach of this Agreement, (C) failure to comply with Applicable Laws with respect to the subject matter of this Agreement, or (D) manufacture, use, sale, offer for sale, Development, Commercialization, import, or export of any Licensed Product(s) not in accordance with this Agreement.
Indemnification by BDSI. BDSI hereby indemnifies Accentia and its Affiliates against and agrees to hold each of them harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (collectively, “Loss”) incurred or suffered by Accentia or any of its Affiliates arising out of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by BDSI pursuant to this Agreement. Accentia agrees to give prompt notice to BDSI of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Section 6(a); provided that the failure to give such notice shall not affect Accentia’s rights hereunder except to the extent BDSI is materially prejudiced by such failure. BDSI may, and at the request of Accentia shall, participate in and control the defense of any such third party suit, action or proceeding at its own expense. BDSI shall not be liable under this Section 6(a) for any settlement effected without its prior consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided that such consent may not be unreasonably withheld. No investigation or knowledge by Accentia of BDSI shall limit Accentia’s rights to indemnification hereunder. Nothing in this Agreement shall limit any remedies available to Accentia at law or in equity for any claims under this Agreement.
Indemnification by BDSI. BDSI will indemnify, defend and hold harmless DNDi, its Affiliates, and their respective officers, directors, employees and agents (the “DNDi Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ fees) suffered as a result of any Third Party claims, demands and actions (collectively, “Losses”), to the extent such Losses result from (a) a breach by BDSI of any representation, warranty or covenant in this Agreement,
Indemnification by BDSI. Subject to Section 13.3, BDSI hereby agrees to indemnify, defend and hold Arcion, its Affiliates, and Arcion’s and its Affiliates’ officers, directors, employees, contractors, agents, and other representatives (collectively, “Arcion Indemnitees”) harmless from and against any Losses resulting from Claims brought against any Arcion Indemnitee(s) resulting from BDSI’s, its Affiliates’, Sublicensees’ or any BDSI Representative’s (i) negligence or willful misconduct, (ii) breach of this Agreement, (iii) failure to comply with Applicable Laws, or (iv) manufacture, use, Development, Commercialization, import, or export of any Product(s), except to the extent such Losses result from any Arcion Indemnitee’s (A) negligence or willful misconduct, (B) breach of this Agreement, (C) failure to comply with any Applicable Laws, or (D) manufacture, use, Development, Commercialization, import, or export of any Product(s) by Arcion prior to the Effective Date.
Indemnification by BDSI. BDSI shall defend, indemnify, and hold Shionogi, its Affiliates, and its and their respective officers, directors, employees, and agents (the “Shionogi Indemnitees”) harmless from and against any and all damages, losses, costs and expenses or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Shionogi Indemnitees (collectively, “Shionogi Damages”), all to the extent resulting from claims, suits, proceedings or causes of action brought by such Third Party (collectively, “Shionogi Claims”) against such Shionogi Indemnitee that arise from or are based on: (a) the Development, Manufacture, storage, handling, use, sale, offer for sale, importation, or Commercialization of Symproic by or on behalf of BDSI, its Affiliates, BDSI Licensees, or its or their distributors after the Effective Date; (b) infringement or misappropriation of any Third Party’s intellectual property rights in the exercise of the rights granted under this Agreement, or Development, Manufacture, use, or Commercialization of Symproic, by or on behalf of BDSI, its Affiliates, or BDSI Licensees after the Effective Date; (c) a breach of any of BDSI’s representations, warranties, covenants or obligations under this Agreement or the other Definitive Agreements; (d) any breach of the [***] Service Agreement occurring following the Effective Date or liability arising under or in respect of the [***] Service Agreement after the Effective Date; or (e) willful misconduct or grossly negligent acts or omissions on the part of BDSI, its Affiliates, BDSI Licensees (other than Shionogi and its Affiliates), or the officers, directors, employees, or agents of any of the foregoing. The foregoing indemnity obligation shall not apply to the extent BDSI’s ability to perform the preceding obligations is prejudiced by any Shionogi Indemnitees’ material failure to comply with the indemnification procedures set forth in Section 12.3, or as and to the extent that any Shionogi Claim is based on or alleges: (i) a breach of Shionogi’s representations, warranties, and obligations under this Agreement or any Definitive Agreement, (ii) the willful misconduct, grossly negligent acts or omissions, or failure to comply with applicable laws, rules or regulations on the part of Shionogi, its Affiliates, or its or their officers, directors, employees, or agents, or (iii) in the case of clause (d) above, any breach by Shionogi of the [***] Service Agree...
